STOCKHOLDERS' EQUITY | 9. STOCKHOLDERS’ EQUITY At-the-market Equity Offering Program In August 2023, the Company filed a universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”), which became effective on August 22, 2023, covering the offering of Class A common stock, preferred stock, debt securities, warrants, rights and units. In August 2023, the Company also entered into an Equity Distribution Agreement (“EDA”) with an outside placement agent (the “Agent”), under which the Company may, from time to time, sell shares of the Company’s Class A common stock having an aggregate offering price of up to $75 million in “at-the-market” offerings through the Agent (the “ATM Offering”). The Shelf Registration Statement included a prospectus supplement covering the offering, issuance and sale of up to $75 million of the Company’s Class A common stock, from time to time, through the ATM Offering. The shares to be sold under the EDA may be issued and sold pursuant to the Shelf Registration Statement. The EDA also provides that the Agent will be entitled to compensation for its services in an amount up to 3.0% of the gross proceeds from the sales of shares sold through the Agent under the EDA. The Company has no obligation to sell any shares under the EDA and may at any time suspend solicitation and offers under the EDA. To date, the Company has not issued or sold any shares of the Company’s Class A common stock under the ATM Offering. Equity Incentive Plan The Company’s 2013 Employee, Director and Consultant Equity Incentive Plan, as amended on March 12, 2021 (the “2013 Plan”), was originally adopted by its Board of Directors and stockholders in September 2013. In connection with the closing of the Business Combination, the Company adjusted the equity awards. The adjustments to the awards did not result in incremental expense as the equitable adjustments were made pursuant to a preexisting nondiscretionary antidilution provision in the 2013 Plan, and the fair-value, vesting conditions, and classification are the same immediately before and after the modification. In connection with the Business Combination, HighCape’s stockholders approved and adopted the Quantum-Si Incorporated 2021 Equity Incentive Plan (the “2021 Plan”) and the Company no longer makes issuances under the 2013 Plan. The 2021 Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2021 Plan As of September 30, 2023 and December 31, 2022, there were 13,071,147 and 9,133,702 shares, respectively, available for issuance under the 2021 Plan. On November 9, 2022, the Company granted inducement awards consisting of 2,780,000 performance-based stock options to purchase Class A common stock pursuant to Nasdaq Rule 5635(c)(4). These awards were not granted pursuant to the 2013 Plan or the 2 On May 8, 2023, the Company adopted the 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”) to reserve 3,000,000 shares of its common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company as a material inducement to such individuals’ entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The terms and conditions of the 2023 Inducement Plan are substantially similar to those of the 2021 Plan . As of September 30, 2023, there were 60,250 shares remaining available for issuance under the 2023 Inducement Equity Incentive Plan Stock options During the nine months ended September 30, 2023, the Company granted an aggregate of 10,138,730 stock option awards to participants, with vesting subject to the participant’s continued employment with the Company through the applicable vesting dates. Stock-based compensation related to stock options for the three months ended September 30, 2023 and 2022 was $1,133 and $1,868, respectively. Stock-based compensation related to stock options for the nine months ended September 30, 2023 and 2022 was $5,728 and $5,169, respectively. A summary of the stock option activity is presented in the table below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 19,427,755 $ 3.69 8.68 $ 378 Granted 10,138,730 1.79 Exercised (127,799 ) 2.79 Forfeited (5,816,858 ) 3.76 Outstanding at September 30, 2023 23,621,828 $ 2.86 8.46 $ 1,129 Options exercisable at September 30, 2023 6,311,402 $ 3.98 6.38 $ 286 Vested and expected to vest at September 30, 2023 19,261,890 $ 2.96 8.29 $ 916 Restricted stock units During the nine months ended September 30, 2023, the Company granted 491,320 restricted stock unit (“RSU”) awards. Stock-based compensation related to RSU awards for the three months ended September 30, 2023 and 2022 was $8 and $2,175, respectively. Stock-based compensation related to RSU awards for the nine months ended September 30, 2023 and 2022 was $1,186 and $1,930 , respectively. A summary of the RSU activity is presented in the table below: Number of Shares Underlying RSUs Weighted Average Grant-Date Fair Value Outstanding non-vested RSUs at December 31, 2022 2,018,449 $ 8.41 Granted 491,320 1.76 Vested (1,655,978 ) 8.56 Forfeited (213,117 ) 7.09 Outstanding non-vested RSUs at September 30, 2023 640,674 $ 3.39 The Company’s stock-based compensation is allocated to the following operating expense categories as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Research and development $ 479 $ 1,114 $ 2,531 $ 3,460 Selling, general and administrative 662 2,929 4,383 3,639 Total stock-based compensation $ 1,141 $ 4,043 $ 6,914 $ 7,099 |